Prospectus SEF. Société d'investissement à Capital Variable organized under the laws of the Grand-Duchy of Luxembourg

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1 VISA 2017/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier Prospectus SEF Société d'investissement à Capital Variable organized under the laws of the Grand-Duchy of Luxembourg SEF (the "Fund") is a Luxembourg Société d'investissement à Capital Variable which is composed of several separate Compartments (each a "Compartment"). The Fund s objective is to provide investors access to a diversified management expertise through a range of several separate Compartments, each having its own investment objective and policy. November 2017

2 IMPORTANT INFORMATION SHARES ARE NOT BEING OFFERED OR SOLD IN ANY JURISDICTION WHERE THE OFFER OR SALE IS PROHIBITED BY LAW OR TO ANY PERSON WHICH IS NOT QUALIFIED FOR THAT PURPOSE. The Fund is an investment company with variable capital (SICAV) incorporated and authorised under Part I of the Law in accordance with the provisions of the UCITS Directive and listed on the official list of UCITS approved by the Luxembourg Regulatory Authority. However, this inclusion on the official list does not require an approval or disapproval of the Luxembourg Regulatory Authority as to the suitability or accuracy of this Prospectus or any Key Investor Information Document generally relating to the Fund or specifically relating to any Compartment. Any declaration to the contrary should be considered as unauthorised and illegal. The members of the Board of Directors of the Fund, whose names appear under the heading "Directory", accept joint responsibility for the information and statements contained in this Prospectus and in the Key Investor Information Document issued for each Class or Compartment. To the best of the knowledge and belief of the Directors (who have taken all reasonable care possible to ensure that such is the case), the information and statements contained in this Prospectus are accurate at the date indicated on this Prospectus and do not contain any material omissions which would render any such statement or information inaccurate. Neither the delivery of this Prospectus, nor the offer, issue or sale of the Shares constitute a statement by which the information given by this Prospectus will be at all times accurate, subsequently to the date indicated on this Prospectus. Any information or representation not contained in this Prospectus or in the Key Investor Information Document(s), or in the financial reports which form integral part of this Prospectus, must be considered as nonauthorised. In order to take into account any material change in the Fund (including, but not limited to the issue of new Classes of Shares), this Prospectus will be updated when necessary. Therefore, prospective investors should inquire as to whether there is a new version of this Prospectus. For defined terms used in this Prospectus and not defined herein, please refer to the "Glossary of Terms". Investor Responsibility Prospective investors should review this Prospectus and each relevant Key Investor Information Document carefully in its entirety and consult with their legal, tax and financial advisors in relation to (i) the legal requirements within their own countries for the subscription, holding, redemption or disposal of Shares; (ii) any foreign exchange restrictions to which they are subject in their own country in relation to the subscription, holding, redemption or disposal of Shares; and (iii) the legal, tax, financial or other consequences of subscribing for, holding, redeeming or disposing of Shares. Prospective investors should seek the advice of their legal, tax and financial advisors if they have any doubts regarding the contents of this Prospectus and each Key Investor Information Document. Targeted investors The Fund targets both retail and Institutional Investors. The profile of the typical investor for each Compartment is described in each Compartment. Distribution and Selling Restrictions No persons receiving a copy of this Prospectus in any jurisdiction may treat this Prospectus as constituting an invitation to them to subscribe for Shares unless such an invitation could lawfully be made without compliance with any registration or other legal requirements in the relevant jurisdiction. 2

3 It is the responsibility of any recipient of this Prospectus to confirm and observe all applicable laws and regulations. The following information is provided as a general guide only: United States Shares have not been and will not be registered under the Securities Act (as amended) or the securities laws of any of the States of the United States and the Fund will not be registered under the United States Investment Company Act of 1940, as amended. Shares may not be offered, sold or delivered directly or indirectly in the United States, or to or for the account or benefit of any "U.S. Person" unless it is a US tax-exempt investor which must be, among other things, an "accredited investor" and a "qualified purchaser", as such terms are defined under applicable US Federal securities laws. Any re-offer or resale of any Shares in the United States or to U.S. Persons may constitute a violation of United States law. However the Fund reserves the right to make private placement of its shares to a limited number or category of U.S. Persons. Applicants for Shares will be required to certify that they are not U.S. Persons. All Shareholders are required to notify the Fund of any change in their status as non-u.s. Person. FATCA Requirements FATCA provisions generally impose a reporting to the U.S. Internal Revenue Service of U.S. persons direct and indirect ownership of non-u.s. accounts and non-u.s. entities. Failure to provide the requested information will lead to a 30% withholding tax applying to certain U.S. source income (including dividends and interest) and gross proceeds from the sale or other disposal of property that can produce U.S. source interest or dividends. The basic terms of FATCA currently appear to include the Fund as a Financial Institution, such that in order to comply, the Fund may require all Shareholders to provide documentary evidence of their tax residence and all other information deemed necessary to comply with the above mentioned legislation. Despite anything else herein contained and as far as permitted by Luxembourg law, the Fund shall have the right to: - Withhold any taxes or similar charges that it is legally required to withhold, whether by law or otherwise, in respect of any shareholding in the Fund; - Require any Shareholder or beneficial owner of the Shares to promptly furnish such personal data as may be required by the Fund in its discretion in order to comply with any law and/or to promptly determine the amount of withholding to be retained; - Divulge any such personal information to any tax or regulatory authority, as may be required by law or such authority; Withhold the payment of any dividend or redemption proceeds to a Shareholder until the Fund holds sufficient information to enable it to determine the correct amount to be withheld. Reliance on this Prospectus and on the Key Investor Information Document(s) Shares in any Compartment described in this Prospectus as well as in the Key Investor Information Document(s) are offered only on the basis of the information contained therein and (if applicable) any addendum hereto and the latest audited annual financial report and any subsequent semi-annual financial report of the Fund. Any further information or representations given or made by any distributor, intermediary, dealer, broker or other person should be disregarded and, accordingly, should not be relied upon. No person has been authorised to give any information or to make any representation in connection with the offering of Shares other than those contained in this Prospectus in (if applicable) any addendum hereto and in the Key Investor Information Document(s) and in any subsequent semi-annual or annual financial reports for the Fund and, if given or made, such information or representations must 3

4 not be relied upon as having been authorised by the Directors, the Management Company, the Investment Manager, the Depositary or the Administrator. Statements in this Prospectus and in the different Key Investor Information Document(s) are based on the law and practice currently in force in Luxembourg at the date hereof and are subject to change. Neither the delivery of this Prospectus or of the Key Investor Information Document(s) nor the issue of Shares shall, under any circumstances, create any implication or constitute any representation that the affairs of the Fund have not changed since the date indicated on this Prospectus. Upon request prospective investors may obtain free of charge a copy of this Prospectus, the annual and semi-annual financial reports of the Fund and the Articles of Incorporation. Prospective investors should be provided with a Key Investor Information Document for each Class of Shares in which they wish to invest, prior to their first subscription, in compliance with applicable laws and regulations. These documents are available at the registered office of the Fund or the Depositary. The Key Investor Information Document will be also available on the website set forth for each Compartment in the relevant Appendix. Investment Risks Investment in any Compartment carries with it a degree of financial risk, which may vary among Compartments. The value of Shares and the return generated from them may go up or down, and investors may not recover the amount initially invested. Investment risk factors for an investor to consider are set out under section "Principal Risk" as well as in the description of each relevant Compartment. The Fund does not represent an obligation of, nor is it guaranteed by the Investment Manager, the Management Company or any other affiliate or subsidiary of Swedbank AB (publ). Data Protection In accordance with the provisions of the data protection law, Shareholders are informed that the Fund, the Management Company and the Registrar and Transfer Agent, acting as joint data controllers, collect, record, store and otherwise process their personal data as follows. The data processed includes information supplied by each Shareholder, such as its name, address, telephone number, address, account number, number of shares and amount of the investment (the Personal Data ). By providing Personal Data, each Shareholder consents to the extent necessary under applicable legal provisions to the processing of the Personal Data for the purposes and in the conditions set out in the present clause. A Shareholder may at its discretion refuse to communicate the Personal Data to the Fund, the Management Company or the Registrar and Transfer Agent, thereby precluding the Fund, the Management Company or the Registrar and Transfer Agent from using such data. However, such refusal shall be an obstacle to the subscription or holding of Shares in the Fund by the Shareholder. The Personal Data is processed for the purposes of (i) maintaining the register of Shareholders; (ii) processing subscriptions, redemptions and conversions of Shares and payments of dividends to Shareholders; (iii) administrating the account; (iv) performing controls on late trading and market timing practices; (v) complying with applicable anti-money laundering rules and any other legal obligation and (vi) marketing. Personal data may be transferred by the Fund, the Management Company and/or the Registrar and Transfer Agent to the Custodian to maintain the collection account for the purpose of payments. Each Shareholder has a right to access its Personal Data and may ask for a rectification thereof in cases where such data is inaccurate and incomplete. The Shareholder may exercise his/her rights by contacting the Registrar and Transfer Agent in writing. Each Shareholder has a right to oppose to the use of its Personal Data for marketing purposes. 4

5 Additional Information The Fund draws the investors attention to the fact that any investor will only be able to fully exercise his investor rights directly against the Fund, notably the right to participate in general meetings of Shareholders, if the investor is registered himself and in his own name in the register of Shareholders of the Fund. In cases where an investor invests in the Fund through an intermediary investing into the Fund in his own name but on behalf of the investor, it may not always be possible for the investor to exercise certain Shareholder rights directly against the Fund. Investors are advised to take advice on their rights. 5

6 TABLE OF CONTENTS Page IMPORTANT INFORMATION... 2 TABLE OF CONTENTS... 6 GLOSSARY OF TERMS... 8 A. GENERAL PART DIRECTORY INTRODUCTION INVESTMENT OBJECTIVE INVESTMENT RESTRICTIONS SPECIAL INVESTMENT AND HEDGING TECHNIQUES PRINCIPAL RISKS LUXEMBOURG ANTI-MONEY LAUNDERING REGULATIONS SUBSCRIPTION, TRANSFER, CONVERSION AND REDEMPTION OF SHARES DETERMINATION OF THE NET ASSET VALUE TEMPORARY SUSPENSION OF CALCULATION OF THE NET ASSET VALUE TAXATION MANAGEMENT OF THE FUND GENERAL INFORMATION DOCUMENTS AVAILABLE B. COMPARTMENT PARTICULARS LIST OF AVAILABLE COMPARTMENTS APPENDIX 1: SEF PLACERUM BALANSERAD APPENDIX 2: SEF PLACERUM DYNAMISK APPENDIX 3: SEF PLACERUM OPTIMERA APPENDIX 4: SEF ASCENSUS BALANSERAD APPENDIX 5: SEF ASCENSUS OFFENSIV APPENDIX 6: SEF ASCENSUS TREND APPENDIX 7: SEF LHV PERSIAN GULF FUND APPENDIX 8: SEF KUYLENSTIERNA & SKOG EQUITIES APPENDIX 9: SEF ENTROPICS CAT BOND FUND APPENDIX 10: SEF EME EUROPEAN BEST IDEAS APPENDIX 11: SEF PENSER DYNAMISK ALLOKERING APPENDIX 12: SEF MIMER SVERIGE APPENDIX 13: SEF GAIA GLOBAL APPENDIX 14: SEF KAVALJER MULTI APPENDIX 15: SEF FIRST ALLOKERING

7 APPENDIX 16: SEF FIRST SMB APPENDIX 17: SEF AKTIV FINANS EGAS DYNAMIC PORTFOLIO APPENDIX 18: SEF CASE POWER PLAY

8 GLOSSARY OF TERMS Administration Fee "Administrator" "Appendix" "Articles of Incorporation" "Auditor of the Fund" "Base Currency" "Board of Directors of the Fund" or "Directors" "Business Day" Class or Class of Shares "Company Law" "Compartment" "Depositary" "Distributor" ETF "EU" "EUR" Fund "Group of Companies" the administration fee payable by the Fund to the Management Company, the Distributor, the Administrator and Registrar and Transfer Agent at the annual rates set forth for each Compartment in the relevant Appendix. Swedbank AB (publ) Luxembourg Branch. each Appendix to this Prospectus, specifying the terms and conditions of a specific Compartment; each Appendix is an integral part of this Prospectus. the articles of incorporation of the Fund. Deloitte Audit S.àr.l. the currency of a Compartment. the members of the board of directors of the Fund. any full day on which banks are open for normal banking business in Luxembourg, save for December 24 and December 31 or as further described in the Appendix. a class of Shares in issue or to be issued in each Compartment of the Fund. the Luxembourg law of 10 August 1915 on commercial companies, as amended. a specific pool of assets established within the Fund, within the meaning of Article 181 of the Law. Swedbank AB (publ) Luxembourg Branch. any distributor appointed by the Management Company with the consent of the Fund, to offer the Shares of the Compartment as set out for each Compartment in the relevant Appendix. an exchange traded fund which qualifies as a UCITS or other eligible UCI or within the 10% limit set out in section Investment Restrictions, paragraph B. (1). European Union. the legal currency of the countries participating in the European Economic and Monetary Union. SEF. companies belonging to the same body of undertakings and which must draw up consolidated accounts in accordance with Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts and according to recognized international accounting rules. 8

9 "Institutional Investors" "Investment Management Fee" Investment Manager "Key Investor Information Document" "Law" "Luxembourg Regulatory Authority" "Management Company" "Member State" "Money Market Instruments" "Net Asset Value" Net Asset Value per Share "Other Regulated Market" "Other State" the institutional investors, as defined by guidelines or recommendations issued by the Luxembourg Regulatory Authority from time to time. the management fee payable by the Fund at the annual rates set forth for each Compartment in the relevant Appendix. any investment manager appointed by the Management Company with the consent of the Fund, to manage each Compartment under its supervision as set forth for each Compartment in the relevant Appendix. the Key Investor Information Document issued for each Class or Compartment. the Luxembourg law of 17 December 2010 relating to Undertakings for Collective Investment, as may be amended from time to time. the Luxembourg Commission de Surveillance du Secteur Financier ( CSSF ) or its successor in charge of the supervision of UCI in the Grand-Duchy of Luxembourg. Swedbank Management Company S.A., the management company for the Fund. a member State of the EU. instruments normally dealt in on the money market which are liquid, and have a value which can be accurately determined at any time. the net asset value of the Fund, a Compartment or a Class (as the context may require). the net asset value of a Class within a Compartment divided by the number of Shares of that Class in issue or deemed to be in issue. market which is regulated, operates regularly and is recognized and open to the public, namely a market (i) that meets the following cumulative criteria: liquidity; multilateral order matching (general matching of bid and ask prices in order to establish a single price); transparency (the circulation of complete information in order to give clients the possibility of tracking trades, thereby ensuring that their orders are executed on current conditions); (ii) on which the securities are dealt in at a certain fixed frequency, (iii) which is recognized by a State or by a public authority which has been delegated by that State or by another entity which is recognized by that State or by that public authority such as a professional association and (iv) on which the securities dealt are accessible to the public. any State of Europe which is not a Member State, any State of America, Africa, Asia, Australia and Oceania. 9

10 Parent undertaking "Pension Plan" "Performance Fee" "Pricing Currency" Redemption Cut-Off Time Redemption Day "Reference Currency" "Registrar and Transfer Agent" "Regulated Market" an undertaking which owns the following rights: a) it has the majority of shareholders' or members' voting rights of another undertaking, or b) it has the right to appoint or remove the majority of the members of the administrative, management or supervisory board of another undertaking and is at the same time a shareholder or member of that undertaking, or c) it has the right to exercise a dominant influence over an undertaking of which it is a shareholder or member, pursuant to a contract entered into with that undertaking or to a provision in its articles of association where the law governing that undertaking allows it to be subject to such contracts or provisions, or d) it is a shareholder or member of an undertaking and controls alone, pursuant to an agreement entered into with other shareholders or members of this undertaking, the majority of the voting rights of the shareholders and members of the latter, or e) it may exercise or effectively exercises a dominant influence over another undertaking, or f) it is placed under management on a unified basis with another undertaking. (i) institutions for occupational retirement pension or similar investment vehicles, set up on one or more employers initiative for the benefit of their employees; (ii) companies of one or more employers investing funds they hold, to provide retirement benefits to their employees; and (iii) any corporate or sovereign pension plan, including but not limited to the Swedish Pension Agency, created for the direct and indirect benefit of related retirees of such pension plan. the fee (if any) payable by the Fund at the annual rates set forth for each Compartment in the relevant Appendix. the currency in which the Net Asset Value of a Class of Shares is calculated and expressed. Cut-off time applicable to redemptions as set out under Compartments Particulars. the Business Day on which redemptions are applied to the register as set out under Compartments Particulars. the currency of the Fund. Swedbank AB (publ) Luxembourg Branch. a regulated market according to Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EC ( MiFID Directive ). A list of EU regulated markets according to 10

11 MiFID Directive is regularly updated and published by the European Commission. "Securities Act" SEK "Shareholders" "Shares" Subscription Cut-Off Time Subscription Day "Transferable Securities" "UCI" "UCITS" "UCITS Directive" USD "United States" or "U.S." "U.S. Person" the U.S. Securities Act of 1933, as amended. Swedish Krona, the legal currency of Sweden. holders of Shares in the Fund, as recorded in the books of the Fund on file with the Registrar and Transfer Agent. shares of any Class within any Compartment in the Fund. Cut-off time applicable to subscriptions as set out under Compartments Particulars. the Business Day on which subscriptions are applied to the register, as set out under Compartments Particulars. - shares in companies and other securities equivalent to shares in companies; - bonds and other forms of securitised debt; - any other negotiable securities which carry the right to acquire any such transferable securities by subscription or exchange with the exclusion of techniques and instruments. an undertaking for collective investment as defined by the Law. an undertaking for collective investment in Transferable Securities under Article 1 (2) of the UCITS Directive and as defined by the Law. Directive 2009/65/EC of the European Parliament and Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in Transferable Securities, as amended from time to time. United States Dollar, the currency of the United States. the United States of America, its territories or possessions or any area subject to its jurisdiction including the Commonwealth of Puerto Rico. (i) a natural person who is a resident of the United States; (ii) a corporation, partnership or other entity, other than an entity organized principally for passive investment, organized under the laws of the United States and which has its principal place of business in the United States; (iii) an estate or trust, the income of which is subject to United States income tax regardless of the source; (iv) a pension plan for the employees, officers or principals of an entity organized and with its principal place of business in the United States; (v) an entity organized principally for passive investment such as a pool, investment company or other similar entity; provided, that units of participation in the entity held by persons who qualify as U.S. persons or otherwise as qualified eligible persons represent in the aggregate 10% or more of the beneficial interests in the entity, and that such entity was formed principally for the purpose of investment by such persons in a commodity pool the operator of which 11

12 is exempt from certain requirements of Part 4 of the U.S. Commodity Futures Trading Commission's regulations by virtue of its participants being non-u.s. Persons; (vi) any other U.S. Person as such term may be defined in Regulation S under the U.S. Securities Act of 1933, as amended, or in regulations adopted under the U.S. Commodity Exchange Act of 1922, as amended or (vii) any U.S. person that would fall within the ambit of the FATCA provisions. "Valuation Day" has the meaning given to it, under the relevant Compartment(s)' description as set out under Compartments Particulars. 12

13 A. GENERAL PART 13

14 DIRECTORY Board of Directors of the Fund: Tiina Norberg Chairman of the Board Global Head of Securities Services Swedbank AB (publ) Landsvägen 40 S Stockholm Sweden Özgül Gülbey Head of Legal and Conducting Officer Swedbank Management Company S.A. 65, Boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Grand-Duchy of Luxembourg Carl-Johan Johansson Head of Market and Counterparty Risk Production Swedbank AB (publ) Landsvägen 40 S Stockholm Sweden Aet Rätsepp Head of Fund Services Swedbank AS Liivalaia Tallinn Estonia Management Company and Domiciliary Agent: Swedbank Management Company S.A. 65, Boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Grand-Duchy of Luxembourg Board of Directors of the Management Company: Ann-Charlotte Lawyer Head of Swedbank Management Company S.A. and Conducting Officer Swedbank Management Company S.A. 65, Boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Grand-Duchy of Luxembourg Özgül Gülbey Head of Legal and Conducting Officer Swedbank Management Company S.A. 65, Boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Grand-Duchy of Luxembourg Bernd Schusta Consultant Neuhausstrasse 34 D Oberursel Germany 14

15 Conducting Officers of the Management Company: Özgül Gülbey Ann-Charlotte Lawyer François Watelet Mario Zardoni Depositary and Paying Agent in Luxembourg: Swedbank AB (publ) Luxembourg Branch 65, Boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Grand-Duchy of Luxembourg Paying Agent in Sweden: Administrator and Registrar Agent: Investment Manager(s): Distributor: Auditor of the Fund: Legal Adviser: Swedbank AB (publ) Landsvägen 40 S Stockholm Sweden Swedbank AB (publ) Luxembourg Branch 65, Boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Grand-Duchy of Luxembourg As indicated for each Compartment in the relevant Appendix As indicated for each Compartment under each relevant Appendix. Deloitte Audit S.àr.l 560, Rue de Neudorf L-2220 Luxembourg Grand-Duchy of Luxembourg Clifford Chance 10, boulevard Grande-Duchesse Charlotte L-1330 Luxembourg Grand-Duchy of Luxembourg 15

16 INTRODUCTION The Fund is an "umbrella fund" which may be composed of one or more Compartments as set forth under the heading "List of Available Compartment(s)", each representing a separate portfolio of assets. Shares in any particular Compartment may be further divided into different classes (each a Class and together the Classes ) to accommodate different subscription, conversion and redemption provisions and/or fees and charges to which they are subject, as well as their availability to certain types of investors. All references to a Compartment, shall, where the context requires, include any Class of Shares that belongs to such Compartment. The Fund has the possibility to create further Compartments as well as further Classes of Shares. When such new Compartments or Classes of Shares are created, this Prospectus will be amended accordingly, in order to provide all the necessary information on such new Compartments and Classes of Shares. A Key Investor Information Document relating to the new Class of Shares will also be issued accordingly. For further information on the Classes of Shares, investors should refer to the chapter "Subscription, Transfer, Conversion and Redemption of Shares" and to each relevant Appendix issued by the Fund detailing the available Classes for each Compartment as well as their characteristics. Fund The Fund was incorporated on 25 April 2012 for an unlimited period of time as a self-managed société d investissement à capital variable under the form of a société anonyme. The Fund has appointed a management company since 24 February The minimum capital of the Fund, as provided by law, which must be achieved within six months after the date on which the Fund has been authorized as a UCITS under Luxembourg law, shall be of EUR 1,250,000.-.The initial capital of the Fund was of three hundred thousand Euro (EUR 300,000.-) divided into three hundred (300) Shares of no par value. The capital of the Fund is represented by fully paid up Shares of no par value. The share capital is at all times equal to the total net assets of all the Compartment(s). The Articles of Incorporation have been lodged with the registry of the District Court and a publication of such deposit made in the Mémorial C, Recueil des Sociétés et Associations of 14 May The Fund is registered under number B with the Registre de Commerce et des Sociétés. The registered office of the Fund is located at 65, Boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg. Under Luxembourg law, the Fund is a distinct legal entity. Each Compartment, however, is not a distinct legal entity from the Fund. However, with regard to third parties and, in particular, with regard to the Fund s creditors and between Shareholders, each Compartment shall be exclusively responsible for all liabilities attributable to it. INVESTMENT OBJECTIVE The exclusive purpose of the Fund is to invest the funds available to it in (i) shares in companies and other securities equivalent to shares in companies, (ii) bonds and other forms of securitised debt, and/or (iii) any other negotiable securities which carry the right to acquire any such transferable securities by subscription or exchange and (iv) other assets permitted by applicable law, with the purpose of spreading investment risks and affording its Shareholders the results of the management of its assets. The investment objective and policy of the individual Compartments are described in "Compartment Particulars". The assets of the individual Compartments will be invested in accordance with the 16

17 investment restrictions as stipulated by the Law and set out in this Prospectus under "Investment Restrictions". INVESTMENT RESTRICTIONS Unless more restrictive rules are provided for in the investment policy of any specific Compartment, each Compartment shall comply with the rules and restrictions detailed below. The Board of Directors of the Fund shall, based upon the principle of risk spreading, have power to determine the corporate and investment policy for the investments for each Compartment, the Base Currency, the Pricing Currency, as the case may be, and the course of conduct of the management and business affairs of the Fund. The investment policy of each Compartment shall comply with the rules and restrictions laid down hereafter. A. Investments in the Compartment(s) shall consist solely of: (1) Transferable Securities and Money Market Instruments listed or dealt in on a Regulated Market; (2) Transferable Securities and Money Market Instruments dealt in on an Other Regulated Market in a Member State; (3) Transferable Securities and Money Market Instruments admitted to official listing on a stock exchange of an Other State or dealt in an Other Regulated Market in an Other State; (4) recently issued Transferable Securities and Money Market Instruments, provided that: - the terms of issue include an undertaking that application will be made for admission to official listing on a stock exchange or an Other Regulated Market; - such admission is secured within one year of issue; (5) units of UCITS authorised according to the UCITS Directive and/or other UCIs within the meaning of Article 1 (2) a) and b) of the UCITS Directive, whether situated in a Member State or in an Other State, provided that: - such other UCIs are authorised under laws which provide that they are subject to supervision considered by the Luxembourg Regulatory Authority to be equivalent to that laid down in EU law, and that cooperation between authorities is sufficiently ensured; - the level of protection for shareholders in such other UCIs is equivalent to that provided for shareholders in a UCITS, and in particular to the rules on assets segregation, borrowing, lending, and short sales of Transferable Securities and Money Market Instruments are equivalent to the requirements of the UCITS Directive; - the business of the other UCIs is reported in half-yearly and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period; - no more than 10% of the assets of the UCITS or of the other UCIs, whose acquisition is contemplated, can in aggregate be invested in units of other UCITS or other UCIs, according to their constitutional documents; 17

18 (6) deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more than 12 months, provided that the credit institution has its registered office in a Member State or, if the registered office of the credit institution is situated in an Other State, provided that it is subject to prudential rules considered by the Luxembourg Regulatory Authority as equivalent to those laid down in EU law; (7) financial derivative instruments, i.e. in particular options, futures, including equivalent cash-settled instruments, dealt in on a Regulated Market or on an Other Regulated Market referred to in (1), (2) and (3) above, and/or financial derivative instruments dealt in over-the-counter ("OTC derivatives"), provided that: (a) (b) (c) (d) the underlying consists of instruments covered by this Section A., financial indices, interest rates, foreign exchange rates or currencies, in which the Compartment may invest according to its investment objectives; the counterparties to OTC derivative transactions are institutions subject to prudential supervision; the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the Fund's initiative; and the exposure to the underlying assets does not exceed the investment restrictions set out in C. (10) below. - under no circumstances shall these operations cause the Compartment to diverge from its investment objectives; (8) Money Market Instruments other than those dealt on a Regulated Market or on an Other Regulated Market, to the extent that the issue or the issuer of such instruments is itself regulated for the purpose of protecting investors and savings, and provided that such instruments are: - issued or guaranteed by a central, regional or local authority or by a central bank of a Member State, the European Central Bank, the EU or the European Investment Bank, an Other State or, in case of a Federal State, by one of the members making up the federation, or by a public international body to which one or more Member States belong; or - issued by an undertaking any securities of which are dealt in on Regulated Markets or on Other Regulated Markets referred to in (1), (2) or (3) above; or - issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined by EU law, or by an establishment which is subject to and complies with prudential rules considered by the Luxembourg Regulatory Authority to be at least as stringent as those laid down by EU law; or - issued by other bodies belonging to the categories approved by the Luxembourg Regulatory Authority provided that investments in such instruments are subject to investor protection equivalent to that laid down in the three indents directly above and provided that the issuer is a company whose capital and reserves amount to at least ten million EUR (EUR 10,000,000.-) and which presents and publishes its annual accounts in accordance with Directive 78/660/EEC, is an entity which, within a Group of Companies which includes one or several listed companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line; 18

19 (9) Securities issued by one or several other Compartments (the Target Compartment(s) ), under the following conditions: - the Target Compartment does not invest in the investing Compartment; - not more than 10 % of the assets of the Target Compartment may be invested in other Compartments; - the voting rights linked to the transferable securities of the Target Compartment are suspended during the period of investment; - in any event, for as long as these securities are held by the Fund, their value will not be taken into consideration for the calculation of the Net Asset Value for the purposes of verifying the minimum threshold of the net assets imposed by the Law; and - there is no duplication of management/subscription or repurchase fees between those at the level of the Compartment having invested in the Target Compartment and those of the Target Compartment. B. Each Compartment may however: (1) Invest up to 10% of its assets in Transferable Securities and Money Market Instruments other than those referred to above under A. (2) Hold cash and cash equivalent on an ancillary basis; such restriction may exceptionally and temporarily be exceeded if Board of Directors of the Fund considers this to be in the best interest of the Shareholders. (3) Borrow up to 10% of its assets, provided that such borrowings are (i) made only on a temporary basis or (ii) enable the acquisition of immovable property essential for the direct pursuit of its business. When authorized to borrow under (i) and (ii) above, such borrowing shall not exceed 15% of its assets in total. Collateral arrangements with respect to the writing of options or the purchase or sale of forward or futures contracts are not deemed to constitute "borrowings" for the purpose of this restriction. (4) Acquire foreign currency by means of a back-to-back loan. C. In addition, the Fund shall comply in respect of the assets of each Compartment with the following investment restrictions per issuer: Risk Diversification rules For the purpose of calculating the restrictions described in (1) to (5), (8), (9), (13) and (14) hereunder, companies which are included in the same Group of Companies are regarded as a single issuer. Transferable Securities and Money Market Instruments (1) No Compartment may purchase additional Transferable Securities and Money Market Instruments of any single issuer if: (i) (ii) upon such purchase more than 10% of its assets would consist of Transferable Securities or Money Market Instruments of one single issuer; or the total value of all Transferable Securities and Money Market Instruments of issuers in each of which it invests more than 5% of its assets would exceed 40% of the value of its assets. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision. (2) A Compartment may invest on a cumulative basis up to 20% of its assets in Transferable Securities and Money Market Instruments issued by the same Group of Companies. 19

20 Bank Deposits (3) The limit of 10% set forth above under (1)(i) is increased to 35% in respect of Transferable Securities and Money Market Instruments issued or guaranteed by a Member State, by its local authorities, by any Other State or by a public international body of which one or more Member State(s) are member(s). (4) The limit of 10% set forth above under (1)(i) is increased up to 25% in respect of qualifying debt securities issued by a credit institution which has its registered office in a Member State and which, under applicable law, is submitted to specific public supervision in order to protect the holders of such qualifying debt securities. For the purposes hereof, "qualifying debt securities" are securities the proceeds of which are invested in accordance with applicable law in assets providing a return which will cover the debt service through to the maturity date of the securities and which will be applied on a priority basis to the payment of principal and interest in the event of a default by the issuer. To the extent that a relevant Compartment invests more than 5% of its assets in qualifying debt securities issued by such an issuer, the total value of such investments may not exceed 80% of the assets of such Compartment. (5) The securities specified above under (3) and (4) are not to be included for purposes of computing the ceiling of 40% set forth above under (1)(ii). (6) Notwithstanding the ceilings set forth above, each Compartment is authorized to invest, in accordance with the principle of risk spreading, up to 100% of its assets in Transferable Securities and Money Market Instruments issued or guaranteed by a Member State, by its local authorities, by any other member state of the OECD or by a public international body of which one or more Member State(s) are member(s), provided that (i) such securities are part of at least six different issues and (ii) the securities from any such issue do not account for more than 30% of the total assets of such Compartment. (7) Without prejudice to the limits set forth hereunder under (15) and (16), the limits set forth in (1) are raised to a maximum of 20% for investments in stocks and/or debt securities issued by the same body when the aim of the Compartment's investment policy is to replicate the composition of a certain stock or debt securities index which is recognized by the Luxembourg Regulatory Authority, on the following basis: - the composition of the index is sufficiently diversified, - the index represents an adequate benchmark for the market to which it refers, - it is published in an appropriate manner. The limit of 20% is raised to 35% where that proves to be justified by exceptional market conditions in particular in Regulated Markets where certain Transferable Securities or Money Market Instruments are highly dominant. The investment up to this limit is only permitted for a single issuer. (8) Compartment may not invest more than 20% of its assets in deposits made with the same body. Derivative Instruments (9) The risk exposure to counterparty in an OTC derivative transaction may not exceed 10% of the Compartment's assets when the counterparty is a credit institution referred to in A. (6) above or 5% of its assets in other cases. 20

21 (10) Investment in financial derivative instruments shall only be made, and within the limits set forth in (2), (5) and (14), provided that the exposure to the underlying assets does not exceed in aggregate the investment limits set forth in (1) to (5), (8), (9), (13) and (14). When the Compartment invests in index-based financial derivative instruments, these investments do not necessarily have to be combined to the limits set forth in (1) to (5), (8), (9), (13) and (14). (11) When a Transferable Security or Money Market Instrument embeds a derivative, the latter must be taken into account when complying with the requirements of C. (10) and D. hereunder as well as with the risk exposure and information requirements laid down in the sales documents of the Fund. Units of Open-Ended Fund(s) (12) No Compartment may invest more than 20% of its assets in the units of a single UCITS or other UCIs. Master Feeder Structures For the purpose of the application of this investment limit, each portfolio of a UCI with multiple portfolios within the meaning of Article 181 of the Law is to be considered as a separate issuer provided that the principle of segregation of the obligations of the various portfolios vis-à-vis third parties is ensured. Investments made in units of UCIs, other than UCITS may not in aggregate exceed 30% of the assets of a Compartment. When a Compartment has acquired units of UCITS and/or other UCIs, the assets of the respective UCITS or other UCIs do not have to be combined for the purposes of the limits laid down in (1) to (5), (8), (9), (13) and (14). When a Compartment invests in the units of other UCITS and/or other UCIs that are managed, directly or by delegation by the Investment Manager or by any other company with which the Investment Manager is linked by common management or control, or by a substantial direct or indirect holding, the Investment Manager or other company may not charge subscription or redemption fees on account of the Compartment's investment in the units of such other UCITS and/or UCIs. A Compartment that invests a substantial proportion of its assets in other UCITS and/or other UCIs shall disclose in the Prospectus the maximum level of the management fees that may be charged both to the Compartment itself and to the other UCITS and/or other UCIs in which it intends to invest. In its annual financial report, the Fund shall indicate the maximum proportion of asset management fee charged both to the Compartment itself and to the UCITS and/or other UCIs in which it invests. Any Compartment which acts as a feeder fund (the Feeder ) of a master fund shall invest at least 85% of its assets in shares/units of another UCITS or of a compartment of such UCITS (the Master ), which shall neither itself be a feeder fund nor hold units/shares of a feeder fund. The Feeder may not invest more than 15% of its assets in one or more of the following: a) ancillary liquid assets in accordance with Article 41 (1) a) and b) of the Law; b) financial derivative instruments, which may be used only for hedging purposes, in accordance with Article 41 (1) g) and Article 42 (2) and (3) of the Law; c) movable and immovable property which is essential for the direct pursuit of the Fund s business. In such a case, a description of all remuneration and reimbursement of costs payable by the Feeder, by virtue of its investment in the Master, as well as of the aggregate charges of the Master and the Feeder shall be defined in the relevant Appendix. 21

22 Combined limits (13) Notwithstanding the individual limits laid down in (1), (8) and (9) above, a Compartment, where this would lead to investing more than 20% of its assets in a single body shall not combine any of the following: - investments in Transferable Securities or Money Market Instruments issued by that body, - deposits made with that body, or - exposures arising from OTC derivative transactions undertaken with that body. (14) The limits set out in (1), (3), (4), (8), (9) and (13) above may not be combined, and thus investments in Transferable Securities or Money Market Instruments issued by the same body, in deposits or derivative instruments made with this body carried out in accordance with (1), (3), (4), (8), (9) and (13) above may not exceed a total of 35% of the assets of each Compartment. Limitations on Control (15) The Fund may not acquire such amount of shares carrying voting rights which would enable the Fund to exercise legal or management control or a significant influence over the management of the issuer. (16) The Fund, as a whole, may not acquire (i) more than 10% of the outstanding non-voting shares of the same issuer; (ii) more than 10% of the outstanding debt securities of the same issuer; (iii) more than 10% of the Money Market Instruments of any single issuer; or (iv) more than 25% of the outstanding shares or units of the same UCITS and/or UCI. The limits set forth in (ii) to (iv) may be disregarded at the time of acquisition if at that time the gross amount of debt securities or of the Money Market Instruments or the net amount of the instruments in issue cannot be calculated. The ceilings set forth above under (15) and (16) do not apply in respect of: - Transferable Securities and Money Market Instruments issued or guaranteed by a Member State or by its local authorities; - Transferable Securities and Money Market Instruments issued or guaranteed by any Other State; - Transferable Securities and Money Market Instruments issued by a public international body of which one or more Member State(s) are member(s); - shares in the capital of a company which is incorporated under or organized pursuant to the laws of an Other State provided that (i) such company invests its assets principally in securities issued by issuers of that State, (ii) pursuant to the laws of that State a participation by the relevant Compartment in the equity of such company constitutes the only possible way to purchase securities of issuers of that State, and (iii) such company observes in its investment policy the restrictions set forth under C., items (1) to (5), (8), (9) and (12) to (16); and - shares in the capital of subsidiary companies which, exclusively on behalf of the Fund carry on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the redemption of Shares at the request of Shareholders. D. In addition, the Fund shall comply in respect of its assets with the following investment restrictions per instrument: Each Compartment shall ensure that its global risk exposure relating to financial derivative instruments does not exceed its total Net Asset Value. 22

23 The exposure is calculated taking into account the current value of the underlying assets, the counterparty risk, foreseeable market movements and the time available to liquidate the positions. E. Finally, the Fund shall comply in respect of the assets of each Compartment with the following investment restrictions: (1) No Compartment may acquire commodities or precious metals or certificates representative thereof. For the avoidance of doubt, transactions in foreign currencies, financial instruments, indices, or Transferable Securities as well as futures and forward contracts, options and swaps are not considered as commodities for the purposes of this restriction. (2) No Compartment may invest in real estate provided that investments may be made in securities secured by real estate or interests therein or issued by companies which invest in real estate or interests therein. (3) No Compartment may issue warrants or other rights to subscribe for its Shares. (4) A Compartment may not grant loans or guarantees in favour of a third party, provided that such restriction shall not prevent each Compartment from investing in non fully paid-up Transferable Securities, Money Market Instruments or other financial instruments, as mentioned under A., items (5), (7) and (8). (5) No Compartment may enter into short sales of Transferable Securities, Money Market Instruments or other financial instruments as listed under A., items (5), (7) and (8). F. Notwithstanding anything to the contrary herein contained: (1) The ceilings set forth above may be disregarded by each Compartment when exercising subscription rights attaching to Transferable Securities and Money Market Instruments in such Compartment's portfolio. (2) If such ceilings are exceeded for reasons beyond the control of a Compartment or as a result of the exercise of subscription rights, such Compartment must adopt as its priority objective in its sale transactions the remedying of such situation, taking due account of the interests of its Shareholders. The Fund has the right to determine additional investment restrictions to the extent that those restrictions are necessary to comply with the laws and regulations of countries where Shares of the Fund are offered or sold. G. Global Risk Exposure and Risk Management The Management Company must employ a risk-management process which enables it to monitor and measure at any time the risk of the positions in its portfolios and their contribution to the overall risk profile of its portfolios. In relation to financial derivative instruments the Management Company must employ a process (or processes) for accurate and independent assessment of the value of OTC derivatives and the Management Company shall ensure for each Compartment that its global risk exposure relating to financial derivative instruments does not exceed the total net value of its portfolio. 23